KNOWN AS LANDSCAPE MANITOBA

Affiliated with the Canadian Nursery Landscape Association

ARTICLE 1 - GENERAL

SECTION 1 - NAME

The formal name of the Association shall be the Manitoba Nursery and Landscape Association and the descriptive name shall be Landscape Manitoba.

The objectives of the Association shall be to promote the general welfare of its members by:

1. The cultivation of acquaintanceship.
2. Fostering & promoting a greater use of horticultural products.
3. The provision of skilled services to the public by members of the Association.
4. The improvement and standardization of landscaping and nursery products.
5. The advancement of lawful and fair-trade practices, customs and usages for the benefit of the public and the industry.
6. Co-operation with all allied interests.
7. Promoting the arbitration of disputes.
8. The study of business methods and standards for recommendation to and use by members.
9. The compilation and dissemination of scientific information to members.
10. Gathering, analyzing and disseminating information of general interest and by securing and presenting the views of the members to the public, the governmental agencies and to other organizations.
11. Co-operating with governmental agencies, in molding policies on legislative and administrative matters in the interest of the public and the industry.
12. Promoting the propagation, exchange and sale of nursery stock and other landscaping products.
13. The exhibition of plants, fruits, flowers or other articles produced by or used in the industry.
14. Engaging in any lawful activities, which will enhance the efficient and economic progress of the industry and apprising the public of its scope and character.

The operations of the Association are to be chiefly carried on in the Province of Manitoba.

ARTICLE 2 - INTERPRETATION

Interpretation in this Constitution, unless the context indicates otherwise, shall be:

1. "Association" - shall mean the Manitoba Nursery and Landscape Association/Landscape Manitoba.
2. "Board" - shall mean the properly elected Board of Directors.
3. "Member" - shall mean a member of the association as defined in Article 3.
4. "Member in Good Standing" - shall mean one who has paid the prescribed fees and assessments of the Association for the current year.
5. "Extraordinary Resolution" - shall mean a resolution passed by a two-thirds majority of such members entitled to vote, as are present in person, or by proxy, at a General Meeting, of which notice specifying the intention to propose the resolutions as "Extraordinary Resolution" has been duly given.

ARTICLE 3 - MEMBERSHIP

Membership in the Association shall consist of:

1. Active Members
2. Associate Members
3. Associate Members - out-of-province
4. Horticultural Members
5. Honorary Life Members
6. Student Members

1. Active Member (Voting Member)

Any individual, partnership or corporation may become a regular Active Member if they are primarily engaged as growers, landscapers, nursery growers, garden center operators, sod growers, landscape designers or landscape and maintenance contractors or suppliers, and who have a reputation for trustworthy dealings which must be maintained as a condition of membership.

2. Associate Member (Voting Member)

Any individual, partnership, or corporation engaged in allied trades, such as horticultural, printers, publishers of trade papers, seed suppliers, manufacturers of agricultural implements, automotive equipment, etc., may become Associate Members.

3. Associate Member - Out-of-Province (Non-Voting)

Any individual, partnership, or corporation engaged in allied trades, such as horticultural, printers, publishers of trade papers, seed suppliers, manufacturers of agricultural implements, automotive equipment, etc., may become an Associate Out-of-Province member and must also be a member of the provincial association affiliated with the Canadian Nursery Landscape Association (CNLA)."

4. Horticultural Member (non-Commercial, Non-Voting)

Any person engaged in the industry in the employ of botanical gardens, parks or cemetery boards, city or municipal arborists, golf courses as superintendents or greens keepers, horticultural personnel of agricultural schools, graduates of such schools, government employees engaged in horticultural branches, horticulturists employed in private industry, are eligible for membership. This category is normally confined to residents of the Province of Manitoba. It does not apply to anyone engaged in the propagation, growing or selling of nursery stock or other horticultural products for profit.

5. Honorary Life Member (Voting Member)

Any person who has rendered unusual or distinguished service to the nursery and landscape industry or in the general field of horticulture, may be elected for life, as a voting Honorary Life Member, by vote of the Board.

6. Student Member (Non Voting)

Any person enrolled in a recognized horticultural program may become a student member providing a proof of student status in a recognized horticultural program i.e.: the Manitoba Apprenticeship program, Greenspace Management program etc. is submitted with the membership application form. Students may continue at the student level of membership for one year after graduation. After which the student will be entitled to apply for regular membership.

There must always be more voting members than non-voting members in the Association.

Application for membership must be made on approved Association forms. The applicant must be sponsored by two Active Members, and the application passed by the Board.

Any member may be suspended, or membership terminated for cause. Sufficient cause for such suspension or termination shall be:

1. Non-payment of dues and such assessments as approved under "Dues and Assessments".

2. Violation of any of the provisions of the Constitution or any agreement, rule or practice properly adopted by the Association, or any conduct prejudicial to the interests of the Association. Such suspension or termination shall be by vote of a majority of the Board, after due notice and opportunity for hearing.

3. Suspended members may be reinstated, upon vote of a majority of members on the Board.

4. The membership of any individual, partnership, or corporation shall be automatically terminated when the ownership or control of such membership changes hands, unless, upon notice of such change of ownership or control, the Board approves the continuation of such membership upon the same or a revised basis.

5. Resigned or delinquent members may regain membership only through the regular procedure of applying for membership and remitting unpaid assessments.

6. The Board may remove from the roll of members, the name of any member who has not paid his dues or assessments by December 31, of the current year.

SECTION 6 - USE OF INSIGNIA
On termination of membership, the past member must remove all Association insignia from letterheads, invoices, envelopes, trucks, etc., and return all decals, and signs supplied by the Association, without refund.

ARTICLE 4 - RIGHTS AND PRIVILEGES OF MEMBERS

SECTION 1 - An Active or Associate (excluding Associate out-of-province member) may:

1. Attend and take part in discussions at general meetings.


2. Vote on any matter and be appointed to any office of the Association. Each Active or Associate Member shall be entitled to one vote. Whenever an Active or Associate membership is held by a partnership or corporation, a principal shareholder or a designated representative of the partnership or corporation shall exercise the right to vote and shall be the only representative of the partnership or corporation eligible for membership on the Board. Voting by proxy shall be permitted when an Active Member delegates his vote in writing to another principal shareholder or designated representative in a partnership or corporation or to another Active Member.


3. Be appointed to Committees.


4. Receive all publications the Association may issue.

SECTION 2 - A Horticultural Member may:

1. Attend and take part in discussions at general meetings.
2. Be appointed to Committees.
3. May receive all publications of the Association.
4. May be a member of the Board but not hold office as President or Vice-President.

SECTION 3 - An Honorary Life Member may:

1. Attend and take part in discussions at general meetings.
2. Be appointed to Committees and vote on any matters.
3. Receive all publications as the Association may issue.

SECTION 4 - Student Member may:

1. Attend and take part in discussions at general meetings.
2. Receive all publications the Association may issue.

ARTICLE 5 - BOARD OF DIRECTORS AND OFFICERS OF THE BOARD

The Board of Directors shall consist of:

1. Seven members, six of which must be "Active" and one "Associate". The President and Vice-President will be elected from the seven Active or Associate members.


2. The retiring President shall be Past-President until such time as his successor has been appointed to the Board in his place.


3. Canadian Nursery Landscape Association (C.N.L.A.)


4. Academic Appointment Directors from:
   1. The Manitoba Department of Agriculture
   2. Department of Plant Science, University of Manitoba
   3. Agriculture Canada, Research Station, Morden
   4. City of Winnipeg Parks and Recreation Department
   5. Red River College
   6. Manitoba Association of Landscape Architects
   7. Other organizations deemed beneficial from time to time
   
   
5. Committee Chairs

ARTICLE 6 - ELECTION AND APPOINTMENT OF BOARD OF DIRECTORS AND OFFICERS OF THE BOARD

1. Seven members, six of them being Active Members in good standing, one additional being an Associate Member in good standing. Three of these six Active Members shall be elected for a two-year term by the general membership at the annual meeting held each year. (The three other members terms will expire in the interim year.) The Associate Member shall be elected for a two-year term.


2. The President and Vice-President shall be elected by the Board at a meeting of the Board called immediately following the annual general meeting. The term of office of the President and the Vice-President shall be for two years.


3. The immediate Past-President is appointed automatically upon completion of his/her term of office as President.


4. C. N. L. A. Representative - An Active Member in good standing, shall be appointed by the Board for a two-year term.


5. Academic Appointments - shall be appointed each year by the Board.


6. Committee Chairs - Any member, who has been appointed as a Committee Chair by the Board when Committees are set up throughout the year, for the term of one year.


7. In the matter of eligibility to vote in any election, a roll call of eligible voters will be taken to establish the identities of those eligible to vote and the number of voting members.

ARTICLE 7 - DUTIES OF THE BOARD OF DIRECTORS AND OFFICERS OF THE BOARD

The Board and Officers of the Board shall conduct the business of the Association and may appoint any member in good standing to fill any vacancy (if eligible to be on the Board) which occurs between annual meetings.

The Board may make or authorize petitions or representations to the Government of Canada, The Government or Legislature of the Province, or to any other governmental or municipal body, as it may determine or as may be required by vote of the majority of members present at a general meeting.

The Board may authorize or confirm all expenditures made in the conduct of the business of the Association.

The Board shall appoint an Executive Administrator who shall hold office at the will of the Board.

Each member of the Board, shall have one vote upon any question, and the vote of the majority shall prevail.

The Board shall adopt such rules and regulations as it, as a body, shall deem necessary, and shall cause proper records to be kept of all proceedings.

The Board may appoint such special sub-committees from their own number or from the general membership, with such powers as the Board sees fit.

The lawful acts done at any meeting of the Board or any committee or person acting as a member of the Board, shall be valid, even if it is discovered after such act has been performed, it was invalid in some way.

ARTICLE 8 - DUTIES OF THE BOARD OF DIRECTORS

1. President
   The President, or in his absence, the Vice-President, shall:
   
   1. Preside as chair of all meetings of the Board and of the Association. In the absence of both the President and the Vice-President, a member of the Board shall preside as Chair
   
   
   2. The Chair shall regulate the order of business of all meetings of the Board and the Association.
   
   
   3. Receive and put lawful motions to such meetings.
   
   
   4. Communicate anything the Chair may think concerns the Association. In the event of an appeal being made against the decision of the Chair of any meeting, the vote of the majority shall prevail. The Chair of any meeting shall only have the right to vote in the event of a tie.
   
   
   5. The President shall be an ex-officio member of all committees.
   
   
   6. The President may sign all cheques or other negotiable instruments and all papers and documents requiring signature on behalf of the Association along with another member of the board.

2. Vice-President
   The Vice-President shall take the place of the President in his absence and act as an alternate for signing authority.

    

3. Immediate Past-President
   The immediate Past-President shall perform the duties of the Vice-President in the absence of both the President and the Vice-President.

4. C.N.L.A. Representative
   Attend all Board of Directors of the C.N.L.A. meetings, in the best interests of Landscape Manitoba (M.N.L.A.) and furnish to Landscape Manitoba a written report on matters of provincial concern, which transpired at the national level.


5. Academic Appointments
   Be available for consultation, and advice, at the discretion of the Board.


6. Committee Chairs
   Deal with dispatch, the subject matter they were appointed to investigate on behalf of the Board.


7. Executive Administrator
   The Executive Administrator shall:


1. Maintain a register of members of the Association.
2. Keep minutes of all meetings of the Board and the Association.
3. Conduct the correspondence of the Association, and retain copies of all official letters.
4. Preserve all official documents.
5. Sign with the President all documents requiring a signature or execution on behalf of the Association, unless someone else is designated by the Board in the President's place.
6. File any annual reports or other documents which may be required.
7. Draw up agendas for all meetings.
8. Be responsible for the collection of fees, payment of accounts and other financial matters pertaining to the Association.
9. Prepare financial statements for the general meetings.
10. Prepare cheques to be signed or other negotiable instruments drawn on the funds of the Association. Two Signatures on cheques: The President, Past President, Vice President or another director of the board.
11. At the expiration of appointment deliver to the Association all books, papers and other property of the Association.

The Executive Administrator shall receive for services all necessary expenses and such compensation per annum as the Board may arrange. There shall be an annual review of the compensation at the first meeting after the annual general meeting.

THE EXPIRATION DATE OF THE COMPLETION OF ANY TERM OF OFFICE SHALL BE THE DATE ON WHICH THE ANNUAL GENERAL MEETING IS HELD.

ARTICLE 9 - MEETINGS

SECTION 1 - REGULAR BOARD MEETINGS
The Board shall meet at the call of the President at such times as may be necessary for the transaction of the business of the Association, or upon the requisition in writing of three members of the Board. The Executive Administrator will notify each member in writing at least seven days prior to the meeting.

Order of Business at Regular Board Meetings

1. Agenda review
2. Approval of previous meeting minutes
3. Business arising out of minutes
4. Unfinished business
5. New business
6. Date of next meeting
7. Adjournment

A quorum shall be half of the eligible voting members.

SECTION 2 - SPECIAL GENERAL MEETINGS

Special general meetings may be called by the President or by the request of 25% of the Active members in good standing. The purpose of such special meetings shall be stated in the notification to the membership, in writing, ten days prior to the meeting.

A quorum for the special general meeting shall be one-quarter of the voting members (excluding Honorary Life Members) in good standing.

SECTION 3 - ANNUAL GENERAL MEETING

The annual general meeting of the Association shall be held in November, at such place as may be recommended by the Board. Amended at the Annual Meeting, February 19, 2008 to read: The annual general meeting of the Association shall be held no longer than 18 months apart, at such time and place as may be recommended by the board.

SECTION 3 - ORDER OF BUSINESS AT ANNUAL GENERAL MEETING

1. Minutes of previous annual general meeting
2. Business arising out of minutes
3. President's report
4. Auditor's report
5. Committee reports
6. Resolutions, if any
7. Elections of directors
8. New business
9. Adjournment

SECTION 4 - QUORUM
A quorum for the annual general meeting shall be one-quarter of the voting members (excluding Honorary Life Members) in good standing.

SECTION 5 - RULES OF ORDER
Parliamentary procedure shall be followed at all meetings, in accordance with the "Rules of Order" of Roberts.

ARTICLE 10 - COMMITTEES

The Committees of this Association consist of those appointed by the President and approved by the Board, to carry out the work of the Association. Standing committees shall include Membership, Legislation, Program and Entertainment, Public Relations, and Education. Other committees shall be formed at the will of the Board.

The Nominations Committee, established by the above process, several months prior to the annual general meeting, shall be composed of two Active members and the immediate Past-President. The immediate Past-President shall be the Chair.

All committees shall report to the Board all matters pertaining to their committees for approval or discussion.

ARTICLE 11 - DUES AND ASSESSMENTS

The dues and assessments for the following calendar year shall be reviewed six months prior to the date set for the annual general meeting – in sufficient time to apprise the Canadian Nursery Landscape Association of its intention, in relation to their intention regarding regional dues structure for the following calendar year.

The dues shall be established on a basis reflecting the best interest of the Association in respect of its operation for the following year. At the board's discretion, membership dues will be reviewed annually and may be adjusted to reflect the annual cost of living index.

The dues and assessments structure drawn up by the Board shall form part of the Constitution, as an annual addendum thereto.

Other assessments may be levied against all members, providing they are recommended by the Board, and approved by a majority of the voting members present at a general meeting of the Association. The notice calling such a general meeting shall state the nature and the amount of the proposed assessment.

ARTICLE 12 - SPECIFICATIONS AND STANDARDS

Specifications and standards approved by the Association shall be those recognized by the Canadian Nursery Landscape Association.

ARTICLE 13 - USE OF SEAL

The Seal of the Association shall be kept on the premises of the appointed Executive Administrator and shall be affixed to any document, only upon the direction of the Board.

ARTICLE 14 - AMENDMENTS

This constitution may be amended by extraordinary resolution at any general or special meeting, provided notice of such proposed change shall be mailed by the Executive Administrator to each member in good standing, not less than ten days prior to such meeting.

ARTICLE 15 - AUDITOR

An auditor shall be appointed by the Board, who shall audit the books and accounts of the Association at the direction of the Board.

ARTICLE 16 - FISCAL YEAR

The fiscal year of the Association shall be from October 1st of one year to September 30th of the following year.

LANDSCAPE MANITOBA

MEMBERSHIP FEE SCHEDULE (SEPTEMBER 30 - SEPTEMBER 30)

Annual meeting:

Revised and accepted rate: November 1992
Revised and accepted rate: September 1993
Revised and accepted rate: September 1994 (by ballot)
Revised and accepted: Associate out of province rate: 2000
Revised and accepted: Interim Category–deleted 2001
Revised and accepted: Student category added: 2002
Revised and accepted rate: November 2004
Revised and accepted: Article 11 - At the board's discretion, membership dues will be reviewed annually and may be adjusted to reflect the annual cost of living index.
Revised and accepted: Article 9 Section 3 - Amended at the Annual Meeting, February 19, 2008 to read: The annual general meeting of the Association shall be held no longer than 18 months apart, at such time and place as may be recommended by the board.
Revised and accepted rate: March. 2010
Revised and accepted Article 8-Duties of the board

(Founded November 1958)